Exhibit
31.2





SECTION
302 CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT OF 2002




I, Li Li,
Chief Financial Officer of Tongli Pharmaceuticals (USA), Inc. hereby certify
that:




1.
          I have reviewed this
Quarterly Report on Form 10-Q of Tongli Pharmaceuticals (USA),
Inc.;




2.
          Based on my knowledge,
this Quarterly Report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this Quarterly Report;




3.
          Based on my knowledge,
the financial statements, and other financial information included in this
Quarterly Report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this Quarterly Report;




4.
          The Registrant’s other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and
15d-15(e)) for the Registrant and we have:




(a)
        designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the Registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
Quarterly Report is being prepared;




(b)
        designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S.
GAAP;




(c)
        evaluated the effectiveness of
the Registrant’s disclosure controls and procedures and presented in this
Quarterly Report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report
based on such evaluation; and




(d)
        disclosed in this Quarterly
Report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent quarter that has materially
affected, or is reasonably likely to materially affect, the Registrant’s
internal control over financial reporting; and




5.
          The Registrant’s other
certifying officer and I have disclosed, based on our most recent evaluation, to
the Registrant’s auditors and to the audit committee of Registrant’s board of
directors (or persons performing the equivalent function):




(a)
        all significant deficiencies and
material weaknesses in the design or operation of internal controls over
financial reporting which are reasonably likely to adversely affect the
Registrant’s ability to record, process, summarize and report financial
information; and




(b)
        any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Registrant’s internal controls.





Dated:
August 16, 2010


/s/
      Li LiLi
      LiChief
      Financial Officer